UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
American Industrial Properties REIT
(Name of Issuer)
Common Stock ($0.10 par value)
(Title of Class of Securities)
026791103
(CUSIP Number)
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Mr. Stanley J. Kraska, Jr.
200 East Randolph Drive
Chicago, Illinois 60601
(312) 782-1560
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 10, 1998
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(Date of Event which Requires Filing of this Statement)
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Ifthe filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box: |_|
Page 1 of 8 Pages
<PAGE>
(1) NAME OF REPORTING PERSON: ABKB/LaSalle Securities Limited Partnership
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3991973
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) | |
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) | |
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF (7) SOLE VOTING POWER
SHARES 480,213
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 480,212
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 480,213
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PERSON (10) SHARED DISPOSITIVE POWER
WITH 480,212
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
960,425
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
Excludes shares beneficially owned by LaSalle Advisors Capital Management,
Inc.
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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(14) TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
(1) NAME OF REPORTING PERSON: LaSalle Advisors Capital Management, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-4160747
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) | |
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) | |
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF (7) SOLE VOTING POWER
SHARES None
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING None
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PERSON (10) SHARED DISPOSITIVE POWER
WITH 542,153
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,153
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
Excludes shares beneficially owned by ABKB/LaSalle Securities Limited
Partnership
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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(14) TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This Amendment No. 2 amends and supplements the statement on Schedule 13D
dated July 21, 1997, as previously amended and supplemented (the "Statement")
relating to the common stock, par value $0.10 per share (the "Common Stock"), of
American Industrial Properties REIT, a Texas real estate investment trust (the
"Issuer"), which has its principal executive offices at 6210 North Beltline
Road, Suite 170, Irving, Texas 75063.
Item 2. Identity and Background
This Statement is being filed on behalf of (i) ABKB/LaSalle Securities
Limited Partnership ("LaSalle Securities") and (ii) LaSalle Advisors Capital
Management, Inc., successor in interest to LaSalle Advisors Limited Partnership
("LaSalle Advisors"). Collectively, LaSalle Securities and LaSalle Advisors are
referred to herein as the "Reporting Persons." LaSalle Securities is a limited
partnership organized in Maryland and has its principal executive and business
offices at 200 East Randolph Drive, Chicago, Illinois 60601. LaSalle Securities
is a registered investment adviser that invests in real estate securities for
clients. LaSalle Advisors is a corporation organized in Maryland and has its
principal executive and business offices at 200 East Randolph Drive, Chicago,
Illinois 60601. LaSalle Advisors is a registered investment adviser that invests
in real estate securities for clients.
Attached as Exhibit 1 to this filing is a list of the Reporting Persons
setting forth, where relevant, the following information with respect to each
such person: (i) name, (ii) business address, (iii) citizenship, and (iv)
present principal business, occupation or employment and the name and address of
any corporation or other organization in which such employment is conducted.
During the last five years, neither LaSalle Securities nor LaSalle Advisors
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or has been subject to a judgment, decree or final order
of a judicial or administrative body of competent jurisdiction enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Information with respect to each Reporting Person is given solely by the
respective Reporting Person, and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
LaSalle Securities and LaSalle Advisors acquired the securities of the
Issuer pursuant to those Common Share Purchase Agreements between each of the
Reporting Persons, acting as agents for particular clients, and American
Industrial Properties REIT. The funds used to purchase the securities were
obtained from clients for whom LaSalle Securities and LaSalle Advisors act as
investment advisers.
The size of the Board of Directors of American Industrial Properties REIT
was increased to eight (8) Directors, and Stanley J. Kraska, Jr. was elected a
Director.
<PAGE>
Item 4. Purpose of Transaction
LaSalle Securities and LaSalle Advisors acquired the securities of the
Issuer as an investment in their capacities as agents for particular clients.
The Reporting Persons anticipate influencing such control over the Issuer as
they deem necessary, convenient and proper to protect such investment. In order
to protect their investment, the Reporting Persons may deem it necessary or
convenient to acquire, directly, or through the Issuer, additional securities of
the Issuer.
Except as set forth above, the Reporting Persons do not have as of the date
hereof any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board of directors; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) any changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) causing a class of
securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to
any of those enumerated above. Notwithstanding anything to the contrary
contained herein, the Reporting Persons reserve the right to change their
present intentions with respect to the matters described in this paragraph.
In reaching any conclusion as to their future course of action, the
Reporting Persons will take into consideration various factors regarding the
Issuer, such as its business and prospects and general economic conditions and
money and stock market conditions.
Item 5. Interest in Securities of Issuer
According to information received from the Issuer, 11,151,000 shares of the
Common Stock are issued and outstanding (the "Outstanding Shares").
As a group, the Reporting Persons have the sole power to vote and dispose
of 480,213 shares, share the power to vote 480,212 shares and share the power to
dispose of 1,022,365 shares. For purposes of Rule 13d-3 promulgated under the
Exchange Act, the Reporting Persons may be deemed to beneficially own
approximately 13.5% of the shares, calculated by dividing (i) the 1,502,578
shares deemed beneficially owned by (ii) the 11,151,000 shares outstanding.
The Reporting Persons originally acquired 1,224,490 (adjusted to give
effect to a one-for-five reverse stock split) in connection with the Common
Share Purchase Agreements. The Reporting Persons acquired 788 shares and options
to acquire 2,000 shares at $15.00 per share because such shares and options were
<PAGE>
received by Stanley J. Kraska, Jr. in his capacity as a Director of the Issuer
while serving at the request of the Reporting Persons. The Reporting Persons
acquired 275,300 shares on February 10, 1998 for an aggregate of $3,750,962.50
pursuant to the exercise of preemptive rights granted by the Issuer in the
Common Share Purchase Agreements.
Total Number of Shares Percentage of
Reporting Person Deemed Beneficially Owned Outstanding Shares
LaSalle Securities 960,425 8.6%
LaSalle Advisors 542,153 4.9%
Total 1,502,578 13.5%
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are presently no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons filing this Statement, or
between such persons and any other person, with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be filed as Exhibits
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
The parties agree that this statement is filed on behalf of each of them.
Dated: February 13, 1998
ABKB/LASALLE SECURITIES LIMITED PARTNERSHIP
By/s/ Stanley J. Kraska, Jr.
Name: Stanley J. Kraska, Jr.
Title: Managing Director
LASALLE ADVISORS CAPITAL MANAGEMENT, INC.
By/s/ Stanley J. Kraska, Jr.
Name: Stanley J. Kraska, Jr.
Title: Managing Director
<PAGE>
Page 8 of 8 Pages
EXHIBIT 1
LaSalle Advisors Capital management, Inc. provides the following
information:
(a) Name of Person Filing: LaSalle Advisors Capital Management, Inc.
(b) Address of Principal Business 200 East Randolph Drive
Office or, if none, Residence: Chicago, Illinois 60601
(c) Citizenship: Maryland
(d) Title of Class of Securities Common Stock
ABKB/LaSalle Securities Limited Partnership provides the following
information:
(a) Name of Person Filing: ABKB/LaSalle Securities Limited Partnership
(b) Address of Principal Business 200 East Randolph Drive
Office or, if none, Residence: Chicago, Illinois 60601
(c) Citizenship: Maryland
(d) Title of Class of Securities Common Stock
